Management of Buyer Sample Clauses

Management of Buyer. In the event that either: (1) Buyer or InPhonic terminates (A) both Principal Employees or (B) *** of the key employees set forth in Schedule 5.17 (“Key Employees”) for other than cause (as such term may be defined under an applicable employment agreement) during the period from the Closing Date to the end of the Second Measuring Period (other than because of prorata reductions in force throughout Buyer ’s employees or as otherwise provided in this paragraph) or (2) Buyer or InPhonic does not operate Buyer as an independent division, in a manner consistent with other divisions, operating within the InPhonic group of companies or fails to provide such division the resources reasonably necessary for the operation of the Business as presently conducted as of the Closing Date, then upon either (1) or (2) of this Section 5.17 occurring, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Seller shall be entitled to receive from Buyer up to the amount of the Earn Out Payments as set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) that Seller has not yet been paid and which Seller might have become eligible to receive during an unexpired measuring period (the “Acceleration Payment”). By way of example, if either of (1) or (2) occurs during the Second Measuring Period, and Seller did not receive any Earn Out Payments during the First Measuring Period, then Seller would only be entitled to receive the Earn Out Payments for the Second Measuring Period (not those Seller did not achieve in the First Measuring Period) and only to the extent that the Earn Out Payments during the Second Measuring Period have not yet been paid by Buyer to Seller under the terms of Section 2.6. The Parties agree that the Acceleration Payment that Seller may receive under this Section 5.17 shall not under any circumstances result in Seller receiving payments in excess of the aggregate of the Earn Out Payments under Section 2.6(a). For purposes of (1)(B) above, InPhonic or Buyer shall have the option to seek to replace *** of the Key Employees who are terminated other than for cause (not Principal Employees who are also Key Employees) with employees or consultants possessing equivalent experience and expertise in a reasonable period of time, and upon finding such replacement(s) ...
Sample 1
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Management of Buyer. For the duration of the Measurement Period, the Board of Directors of Buyer shall be comprised of five (5) individuals, comprised of three (3) individuals designated by Parent (the “Parent Designees”), one (1) individual designated by Seller (the “Seller Designee”) and one (1) individual who shall be the President of Buyer. The President of Buyer shall be selected by the Parent Designees, subject to the reasonable approval of the Seller Designee. The President of Buyer may be removed at any time for any reason by the Parent Designees. Parent may, in its sole discretion, cause the Board of Directors of Buyer to be increased to seven (7) individuals. Parent shall have the right to designate the additional two (2) individuals to the Board of Directors.
Sample 1
Management of Buyer. Xxxxxxx shall, during the Earnout Periods and while employed by Buyer, be entitled to manage the business of the Buyer, including, determining Buyer’s employee compensation increases and bonuses; provided, however, that such compensation increases and bonuses shall be consistent with the Seller’s prior business practices and the Buyer’s current business practices. Notwithstanding the immediately preceding sentence, changes to Xxxxxxx’ personal compensation shall require the prior written consent of Buyer.
Sample 1
Management of Buyer. The following provisions shall govern the operations of Buyer during the period commencing on the Closing Date through the Earnout Payment Period.
Sample 1
Management of Buyer. (a) The operational aspects of the business of Buyer shall be conducted in all material respects, taken as a whole, as Seller conducted the operational aspects of the Business prior to the Closing Date; provided, however, that Buyer (i) may implement the Buyer Benefit Package and (ii) may alter the operational aspects of the business of Buyer if, in the reasonable view of the board of directors of Buyer, operational aspects require revision in order to operate such business in compliance with law. Notwithstanding clause (i) of the preceding sentence, if the marginal expenses of the Buyer Benefit Package (i.e., expenses in excess of such category of expenses that would have been incurred by the Business without implementation of the Buyer Benefit Package) exceed $500,000 in any calendar year, Sellers shall have the right consider such expenses a "Disputed Management Matter" (as defined in the next section) if such expenses are unreasonable in light of the revenues being generated by the Business in the applicable year.
Sample 1
Management of Buyer 
Sample 1

Related to Management of Buyer

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one) ☐ - Shall not be contingent upon the Buyer selling another property. ☐ - Shall be contingent upon the Buyer selling another property with a mailing address of , City of , State of , within calendar days from the Effective Date.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

  • Seller's Documents At Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

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